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ARCOS DORADOS HOLDINGS INC. FORM 20-F (Annual and Transition Report (foreign private issuer)) Filed 04/27/18 for the Period Ending 12/31/17 Telephone 598 2626-3000 CIK 0001508478 Symbol ARCO SIC Code 5812 - Retail-Eating Places Industry Restaurants & Bars Sector Consumer Cyclicals Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2018, EDGAR Online, a division of Donnelley Financial Solutions. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, a division of Donnelley Financial Solutions, Terms of Use. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from ________________ to ________________ Commission file number: 001-35129 ARCOS DORADOS HOLDINGS INC. (Exact name of Registrant as specified in its charter) British Virgin Islands (Jurisdiction of incorporation or organization) Dr. Luis Bonavita 1294, Office 501 Montevideo, Uruguay, 11300 WTC Free Zone (Address of principal executive offices) Juan David Bastidas Chief Legal Officer Arcos Dorados Holdings Inc. Dr. Luis Bonavita 1294, 5th floor, Office 501, WTC Free Zone Montevideo, Uruguay 11300 Telephone: +598 2626-3000 Fax: +598 2626-3018 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Class A shares, no par value New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report. Class A shares: 131,072,508 Class B shares: 80,000,000 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer, ” accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Other ☐ Accounting Standards Board ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No ARCOS DORADOS HOLDINGS INC. TABLE OF CONTENTS Page PRESENTATION OF FINANCIAL AND OTHER INFORMATION iii FORWARD-LOOKING STATEMENTS iv ENFORCEMENT OF JUDGMENTS v PART I 1 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1 A. Directors and Senior Management 1 B. Advisers 1 C. Auditors 1 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1 A. Offer Statistics 1 B. Method and Expected Timetable 1 ITEM 3. KEY INFORMATION 1 A. Selected Financial Data 1 B. Capitalization and Indebtedness 10 C. Reasons for the Offer and Use of Proceeds 10 D. Risk Factors 10 ITEM 4. INFORMATION ON THE COMPANY 27 A. History and Development of the Company 29 B. Business Overview 28 C. Organizational Structure 47 D. Property, Plants and Equipment 48 ITEM 4A. UNRESOLVED STAFF COMMENTS 48 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 48 A. Operating Results 48 B. Liquidity and Capital Resources 73 C. Research and Development, Patents and Licenses, etc. 80 D. Trend Information 80 E. Off-Balance Sheet Arrangements 81 F. Tabular Disclosure of Contractual Obligations 81 G. Safe Harbor 81 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 82 A. Directors and Senior Management 82 B. Compensation 86 C. Board Practices 88 D. Employees 89 E. Share Ownership 91 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 92 A. Major Shareholders 92 B. Related Party Transactions 93 C. Interests of Experts and Counsel 94 ITEM 8. FINANCIAL INFORMATION 95 A. Consolidated Statements and Other Financial Information 95 B. Significant Changes 99 ITEM 9. THE OFFER AND LISTING 99 A. Offering and Listing Details 99 B. Plan of Distribution 100 C. Markets 100 D. Selling Shareholders 100 E. Dilution 100 F. Expenses of the Issue 100 i Table of Contents ITEM 10. ADDITIONAL INFORMATION 100 A. Share Capital 100 B. Memorandum and Articles of Association 101 C. Material Contracts 110 D. Exchange Controls 117 E. Taxation 117 F. Dividends and Paying Agents 120 G. Statement by Experts 120 H. Documents on Display 120 I. Subsidiary Information 120 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 120 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 123 A. Debt Securities 123 B. Warrants and Rights 123 C. Other Securities 123 D. American Depositary Shares 123 PART II 124 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 124 A. Defaults 124 B. Arrears and Delinquencies 124 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 124 A. Material Modifications to Instruments 124 B. Material Modifications to Rights 124 C. Withdrawal or Substitution of Assets 124 D. Change in Trustees or Paying Agents 124 E. Use of Proceeds 124 ITEM 15. CONTROLS AND PROCEDURES 124 A. Disclosure Controls and Procedures 124 B. Management’s Annual Report on Internal Control over Financial Reporting 124 C. Attestation Report of the Registered Public Accounting Firm 125 D. Changes in Internal Control over Financial Reporting 126 ITEM 16. [RESERVED] 127 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 127 ITEM 16B. CODE OF ETHICS 127 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 127 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 128 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 128 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 128 ITEM 16G. CORPORATE GOVERNANCE 128 ITEM 16H. MINE SAFETY DISCLOSURE 129 PART III 130 ITEM 17. FINANCIAL STATEMENTS 130 ITEM 18. FINANCIAL STATEMENTS 130 ITEM 19. EXHIBITS 130 ii Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION All references to “U.S. dollars,” “dollars,” “U.S.$” or “$” are to the U.S. dollar. All references to “Argentine pesos ” or “ARS$” are to the Argentine peso . All references to “Brazilian reais ” or “R$” are to the Brazilian real . All references to “Mexican pesos ” or “Ps.” are to the Mexican peso . All references to “Venezuelan bolívares ” or “Bs.” are to the Venezuelan bolívar , the legal currency of Venezuela. See “Item 3. Key Information—A. Selected Financial Data— Exchange Rates and Exchange Controls” for information regarding exchange rates for the Argentine, Brazilian and Mexican currencies since January 1, 2013. Definitions In this annual report, unless the context otherwise requires, all references to “Arcos Dorados,” the “Company,” “we,” “our,” “ours,” “us” or similar terms refer to Arcos Dorados Holdings Inc., together with its subsidiaries. All references to “systemwide” refer only to the system of McDonald’s-branded restaurants operated by us or our franchisees in 20 countries and territories in Latin America and the Caribbean, including Argentina, Aruba, Brazil, Chile, Colombia, Costa Rica, Curaçao, Ecuador, French Guiana, Guadeloupe, Martinique, Mexico, Panama, Peru, Puerto Rico, Trinidad and Tobago, Uruguay, the U.S.

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